As you know, on Tuesday, August 2, the Ontario Superior Court of Justice invalidated the OMA proxy form, concluding it needed to be re-issued with fairer and more balanced language.
Today, the Court released Justice Paul Perell’s ruling.
The following are excerpts:
“In my opinion, the Executive Committee [of the OMA] has abused the authority provided to it by s. 84(3) of the Corporation Act, which specifies the form and content of a proxy.”
“The resolution with respect to the 2016 PSA, however, is not the only matter before the general meeting and it seems unfair and confusing if not somewhat sneaky for the OMA to make no recommendation about the other matters…”
“The current is unhelpful, unclear, unbalanced, and unfair. It is a catalyst for a governance meltdown at the upcoming general meeting.”
“The proxy is likely to compromise the fair conduct of the meeting…”